ONSALE, Inc.
Ticker:ONSL 1861 Landings Drive
Exchange:NASDAQ-National Market Mountain View, CA 94043
Industry:Service (SIC Code 7389) (415) 428-0600

Offering Information
Type of Shares:Common Shares Filing Date:12/20/96
U.S. Shares:2,500,000 Offer Date:4/17/97
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:2,500,000 Offer Price:$6.00
Secondary Shares:0 Gross Spread:$0.42
Offering Amount: $22,500,000 Selling:$0.23
Expenses:$1,000,000 Reallowance:$0.10
Shares Out After:16,648,060

Primary Underwriting Group
ManagerTierPhone
Montgomery SecuritiesLead Manager (415) 627-2100
Alex. Brown & Sons IncorporatedCo-manager (410) 895-2700

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Fenwick & West
Bank's Law Firm: Brobeck, Phleger & Harrison
Auditor: Price Waterhouse
Registrar/Transfer Agent: First National Bank of Boston

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/96
Revenue:$0.14$5.96Assets:$4.29
Net Income:-$0.44$0.22Curr Assets:
EPS:-$0.03$0.01Liabilities:$2.12
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$2.17
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading electronic retailer pioneering a new sales format, the interactive 24-hour online auction, designed to serve as an efficient and entertaining marketing channel. The company currently specializes in selling refurbished and close-out computers, peripherals and consumer electronics over the Internet's World Wide Web. ONSALE's online auctions provide an exciting sales format that leverages the unique characteristics of the Web, such as interactivity and a sense of community. The company believes that the consumer enthusiasm generated by its auction format, the emergence of the Internet as an effective new sales medium and the company's highly automated infrastructure combine to create a significant retailing opportunity. ONSALE has sold over $35 million of merchandise to more than 50,000 customer accounts since its first auction in May 1995.

Competition
The electronic commerce market, particularly over the Internet, is new, rapidly evolving and intensely competitive, and the company expects competition to intensify in the future. The company currently or potentially competes with a variety of other companies depending on the type of merchandise and sales format offered to customers. The company believes that the principal competitive factors affecting its market include its ability to secure merchandise for sale, attract new customers to its site at favorable customer acquisition costs, operate its Web site in an uninterrupted manner, and develop and enhance its proprietary auction management software.

Business Plan
The company's objective is to become one of the dominant retailers on the Internet. The company intends to leverage its position as a leading Internet retailer of refurbished and close-out merchandise by pursuing the following key strategies: 1) increase market awareness and brand recognition; 2) provide compelling retailing experience for customers; 3) expand and strengthen long-term vendor relationships; 4) emphasize principal sales model; 5) develop incremental revenue opportunities; 6) build on leading technology

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and other corporate purposes.

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